Exhibit 10.39(a)


          AGREEMENT  dated  August 26,  1999 by and  between WE MEDIA,  INC.,  a
Delaware  corporation  with  principal  offices at 130 William St, New York,  NY
10038  ("We  Media"),   and  Educational  Video  Conferencing  Inc.  a  Delaware
Corporation  with  principal  offices  at Grass  Sprain  Rd,  Yonkers,  NY 10710
("EVC").


                                   BACKGROUND

EVC has developed a system for delivering high quality distant learning programs
and has formed key relationships with major educational  institutions to deliver
fully  accredited  college  courses and degree  programs  along with  continuing
education,  from  these  institutions  to  students  in remote  locations.  This
delivery  mechanism  has  proven to be a  comprehensive  system  allowing  for a
complete educational experience controlled by the instructor during a live class
or delivered asynchronously to students on demand.

We Media has  undertaken a mission to provide  enabling  services to individuals
who have been  denied  access and  choice to the  services  they  need.  In this
undertaking, We Media is developing a fourth-generation on-line portal community
that  shall  exist as the  center of  interaction  for these  individuals.  This
Internet  community will act as a unifying and central  location for its members
to interact, learn, grow and meet one another.

Key components of this portal will be the delivery of education,  employment and
financial  services as well as many more.  Utilizing custom  technology We Media
will be able to profile and target  these  services to the members who need them
most.  We Media will be able to identify and interact with each and every member
in  the  pursuit  of  providing  a  completely   individualized  and  customized
experience,  giving the member  access and choice to services they have too long
been denied.

We Media and EVC will enter into a joint  marketing  agreement to promote  their
prospective services to their constituencies.



1. DEFINITIONS.

Terms used in this Agreement  which are  capitalized  shall have the definitions
set forth  below or  elsewhere  in this  Agreement.  References  to  Sections or
Exhibits refer to Sections of, or Exhibits to, this Agreement.

     1.1. "Advertisement  Inventory"  means  the  amount  of  space  in the user
          interface  of a  website  of the We  Media  Properties  available  for
          advertising  multiplied  by the  number  of  pages  actually  seen  by
          End-Users.


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     1.2. "Advertisements" means advertising banners,  print advertising,  media
          sponsorships and other  advertising  displayed on We Media Properties,
          subject  to  the  approval  of  EVC,  such   approval   shall  not  be
          unreasonable denied.

     1.3. "Artwork"  means  the  artwork,   logos,  text,   graphics  and  other
          trademarks  to be used by We Media for the purposes of  promoting  EVC
          services.

     1.4. "End-User" means a registered end-user of the We Media Properties.

     1.5. "Enrolled  Student"  means a person who is currently  enrolled and has
          paid for one or more courses through EVC.

     1.6. "Effective Date" means when the first promotion by We Media begins and
          is October 9, 1999 coinciding  with a major  marketing  initiative and
          the re-launch of the WeMagazine.com website.

     1.7. "EVC  Services"  means  fully  accredited  college  courses and degree
          programs  along  with  continuing  education,  to  students  in remote
          locations.

     1.8. "Percentage  Shared  Revenue" means the percent of EVC's gross revenue
          (not  including bad debt) taken in from student  enrollments  distance
          learning courses.

     1.9. "We Media  Properties"  means all Website pages,  print  publications,
          radio  broadcast and television  broadcasts  produced by or branded as
          the property of We Media.

     1.10."User  Data"  means  the  demographic  information,  names  and  email
          addresses of the End-Users.


2. DELIVERABLES: WE MEDIA

     2.1. Advertising  Dollar  commitment.  Starting at the  Effective  Date, We
          Media  will  commit  at  minimum  $1,500,000  dollars  in  Advertising
          Inventory per year  throughout  the duration of this agreement for the
          purpose of promoting EVC services,  such  Advertising  Inventory  will
          include print and online  advertising as described below. The value of
          Advertising  Inventory is determined by the mean rate paid to We Media
          for  similar  advertising  campaigns.   The  minimum  commitment  will
          increase  at a minimum  of  $1,500,000  per year for every  additional
          $10,000,000  in  gross  revenue  received  by We  Media  derived  from
          promotions and initiatives of this Agreement.

     2.2. Print  advertising.  We Media  will  include  reasonably  well  placed
          full-page ad in all issues of We Magazine  throughout  the duration of
          this Agreement. The first

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          issue being the 1999 November/December issue, due to hit newsstands on
          October 25, 1999.

     2.3. Online  advertising.  The  cost  of the  print  advertisement  will be
          deducted  from the  minimum  commitment  leaving  an amount  that must
          committed to Website  advertising  outlets.  This will include,  at We
          Media's  discretion,  a combination  of one or more of the  following:
          industry standard banners  advertisements,  badge  advertisements  and
          direct targeted offers to End-Users.

     2.4. Advertising  Strategy.  We  Media  will  work  with EVC to  develop  a
          comprehensive  plan  for  promoting  and  targeting  EVC  services  to
          End-Users  through We Media's custom  targeting and profiling  system.
          This plan will be  delivered to EVC no later than 20 days prior to the
          launch of the first  promotion  and must be  approved  by EVC no later
          than 10 days prior to launch of the first promotion.

     2.5. Promotion.  In all reasonably appropriate We Media marketing materials
          there will be  express  mention  of EVC being the  "Distance  Learning
          Technology Partner of the We Community." EVC will also be presented by
          We Media as an  accessibility  technology and service provider for the
          disabled,  their family and friends.

     2.6. Online  Registration  Form. We Media will build,  in cooperation  with
          EVC,  an  online   registration   form  that  will  permit  interested
          individuals  to begin the enrollment  process for EVC course  directly
          from We Media Website properties.

     2.7. Launch. Both parties shall use commercially reasonable best efforts to
          launch the first promotion by Effective Date.


3.  DELVIERABLES: EVC

     3.1. Promotion.

     3.1.1. EVC  will  promote  We  Media  properties  to all  current  and  new
          educational  and  corporate  clients  and other  partners by issuing a
          co-branded  information  memo  describing  the  relationship  of  this
          Agreement  and  presenting  the We Media  Properties  as embodying the
          premier  cross-media  community  providing  enabling  services  to the
          disabled, their family and friends.

     3.1.2. EVC will make  reasonable  efforts to encourage  its current and new
          educational and corporate clients and other partners to present the We
          Community to their constituents, members, students or employees.


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     3.1.3. Within all reasonably appropriate EVC marketing materials there will
          be a We Media logo, URL and  text describing  We Media as the  premier
          cross-media  community  providing  enabling  services to the disabled,
          their family and friends.

          EVC will assist We Media in its member acquisition program by making
          reasonable  efforts  to  facilitate  introductions  with  current  EVC
          partners and affiliates.

     3.2. Artwork.  Any and all Artwork for any advertising must be delivered to
          We Media no later than 15 Days prior to the release of promotion.

     3.3. Identification of We Media Promotional Enrollments.  EVC will make all
          reasonable  efforts to identify Enrolled Students that have registered
          as a result of a We Media promotions.

     3.4. Revenue  Sharing.  Starting at the Effective Date,  Percentage  Shared
          Revenue will  initially be valued at [*]% and will be paid to We Media
          for Enrolled  Students whose enrollment is in response to any We Media
          promotion on a quarterly basis, throughout the term of this Agreement.

          For every 10,000 Enrolled  Students per year, who have registered as a
          result of We Media  promotions,  the  Percentage  Shared  Revenue will
          increase by [*]%, with a maximum attainable  Percentage Shared Revenue
          of [*]%.  Likewise if the total number of Enrolled  Students per year,
          who have  registered  as a result  of We  Media  promotions,  drops by
          10,000, the Percentage Shared Revenue will decrease by [*]%. Excluding
          year one, if the total number of Enrolled  Students per year, who have
          registered as a result of We Media promotions,  falls below a total of
          10,000 the Percentage Shared Revenue will be [*]%.


4.  PAYMENT; REPORTS

     4.1. Payment;  Reports.  EVC shall  pay We Media,  on the tenth day of each
          month,  the  appropriate  Percentage  Shared  Revenue  as set forth in
          section 3.4 of the  Agreement,  said  payments  to commence  the month
          immediately  following the  collection  of revenue  generated by those
          students who have registered as a result of We Media promotions.

     4.2. Audit of Reports. Each party will maintain complete and accurate books
          and  records  sufficient  to prepare  accurate  reports as required by
          Section 4.1. Each shall have the right to cause such books and records
          to be audited by an independent  certified public accountant  selected
          by the  requesting  party.  Any such audit shall be performed on seven
          (7) days  written  notice,  at the  expense of

[*] Confidential Portions


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          the requesting party, during normal business hours, no more frequently
          than once in a twelve-month  period,  and in such a manner as to avoid
          unreasonable  interference with normal business operations,  provided,
          however,  that if any such examination  reveals an underpayment to the
          requesting  party of more than five percent (5%) of the total  payment
          due for any quarter,  then the  examined  party shall pay the costs of
          such examination.


5.  OWNERSHIP OF INTELLECTUAL PROPERTY

     5.1. Ownership.  As between the parties,  EVC shall retain all right, title
          and interest in and to the distance  learning service and its hardware
          and software.  EVC and We Media will jointly own any data collected as
          part of any distance learning program.  We Media will own any artwork,
          Website and any other content created by We Media.

     5.2. Reservation  of Rights.  As between the parties,  any rights to the We
          Media  Properties  and  not  expressly  granted  hereunder  to EVC are
          reserved  to We  Media,  and  any  rights  to  hardware,  software  or
          promotional  materials  belonging  to EVC  and not  expressly  granted
          hereunder to We Media are reserved to EVC.


6.  CONFIDENTIALITY.

          Each  party  shall be  entitled  to  disclose  the  existence  of this
          Agreement, but agrees that the financial terms of this Agreement shall
          be treated as  confidential  and shall not be  disclosed  to any other
          party;  provided,  however, that each party may disclose the financial
          terms  of  this  Agreement  (a)  as  required  by  a  court  or  other
          governmental body, or as otherwise required by law, (b) in confidence,
          to its legal counsel, accountants,  banks, and current and prospective
          financing sources and their advisors,  or in connection with an actual
          or  proposed  merger or  acquisition,  or (c) in  connection  with the
          enforcement of its rights under this Agreement.


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7. REPRESENTATIONS AND WARRANTIES.

          We Media and EVC each represent and warrant to the other party that:

          (a)  such party is an entity duly organized,  validly  existing and in
               good standing in the jurisdiction of its formation;

          (b)  such party has full  authority to enter into this  Agreement,  to
               grant the rights granted  herein,  and to perform the obligations
               assumed hereunder; and

          (c)  this  Agreement,  when executed by both parties,  represents such
               party's valid and binding  obligation,  enforceable against it in
               accordance  with its  terms,  subject to  certain  general  legal
               enforceability exceptions.


8. LIMITATION OF LIABILITY.

          IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY SPECIAL,
          CONSEQUENTIAL,  INCIDENTAL, OR INDIRECT DAMAGES, HOWEVER CAUSED AND ON
          ANY THEORY OF LIABILITY, ARISING OUT OF THIS AGREEMENT, WHETHER OR NOT
          SUCH  PARTY  IS  ADVISED  OF THE  POSSIBILITY  OF  SUCH  DAMAGES,  AND
          NOTWITHSTANDING  ANY  FAILURE  OF  ESSENTIAL  PURPOSE  OF ANY  LIMITED
          REMEDY.

9. TERM.

          The term of this Agreement shall commence on the Date of the Agreement
          and shall continue until the fifth  anniversary of the Effective Date.
          The parties agree that  commencing  June 30 2000,  and every June 30th
          there after,  this Agreement  shall  automatically  be extended for an
          additional period of one year,  subject to the conditions herein after
          contained.

     9.1. In the event that  either  party  should  desire not to  automatically
          extend this  Agreement,  then and in that  event,  such party shall so
          notify  the  other in  writing,  by  Certified  Mail,  Return  Receipt
          Requested,  no later than June 1st of any given year,  after which the
          agreement  will not be extended for an additional  one year,  but will
          only have the four years of the existing term remaining.



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10. GENERAL PROVISIONS.

     10.1.Governing Law. This Agreement shall be governed by and construed under
          the laws of the State of New York and the United States (excluding the
          U.N.  Convention  on Contracts  for the  International  Sale of Goods)
          without  regard  to  conflict  of laws  principles.  In any  action or
          proceeding  to enforce  rights under this  Agreement,  the  prevailing
          party shall be entitled to recover costs and attorneys' fees.

     10.2.Arbitration.  The parties  agree that any  disputes  or  disagreements
          rising hereunder or in connection herewith shall be settled by binding
          arbitration  before  the  American  Arbitration  Association  at their
          offices  located in White Plains,  NY, and that any judgement  awarded
          thereunder  may be entered in any court of  appropriate  jurisdiction,
          and will have full force and effect therein.

     10.3.Assignment.  Except as otherwise expressly provided in this Agreement,
          neither  party may  transfer  or assign  its  rights or  delegate  its
          obligations  hereunder  (whether  voluntarily  or by operation of law)
          without the prior  written  consent of the other party,  which consent
          shall not be  withheld  or delayed  unreasonably,  provided  that each
          party shall have the right to transfer this Agreement,  and assign all
          of its rights and delegate all of its  obligations  hereunder,  to any
          affiliate,  and to any successor by way of merger or  consolidation or
          in connection  with the sale or transfer of  substantially  all of its
          business and assets relating to this Agreement.

     10.4.Notices.  All  notices  under this  Agreement  shall be in writing and
          delivered personally or by facsimile, commercial overnight courier, or
          certified or registered mail, return receipt requested,  to a party at
          its respective address set forth herein.

     10.5.Entire  Agreement.  This Agreement sets forth the entire agreement and
          understanding of the parties relating to the subject matter herein and
          merges  and  supersedes  all  prior   discussions   between  them.  No
          modification of or amendment to this Agreement,  nor any waiver of any
          rights  under this  Agreement,  shall be  effective  unless in writing
          signed by the party against whom it is to be enforced. Nothing express
          or implied in this Agreement is intended to confer, nor shall anything
          herein  confer,  upon  any  person  other  than  the  parties  and the
          respective successors or permitted assigns of the parties, any rights,
          remedies, obligations or liabilities whatsoever.

     10.6.Severability.  If the  application  of any  provision or provisions of
          this Agreement to any particular facts or circumstances  shall be held
          to be invalid or unenforceable by any court of competent jurisdiction,
          then:  (i)  the  validity  and  enforceability  of such  provision  or
          provisions as applied to any other  particular  facts or circumstances
          and the validity of other  provisions of this  Agreement  shall not in
          any way be affected or impaired  thereby;  and (ii) such  provision or
          provisions  shall be reformed  without  further  action by the parties
          hereto  and only to the extent  necessary  to make such



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          provision or  provisions  valid and  enforceable  when applied to such
          particular facts and circumstances.

     10.7.Independent Contractors.  The parties are independent contractors, and
          nothing in this Agreement shall be construed to create a joint venture
          or partnership.

     10.8.Force Majeure. A party will not be deemed to have materially  breached
          this Agreement to the extent that  performance  of its  obligations or
          attempts to cure any breach are delayed or  prevented  by reason of an
          act of God,  fire,  natural  disaster,  accident,  act of  government,
          shortage of  equipment,  materials or supplies  beyond the  reasonable
          control  of such  party,  or any other  cause  beyond  the  reasonable
          control of that party (a "force  majeure  event");  provided  that the
          party whose performance is delayed or prevented  promptly notifies the
          other party of the nature and duration of the force majeure event.

     10.9.Compliance  with  Laws.  Each  party  shall  comply  with all laws and
          regulations applicable to it.

In witness whereof, both parties have caused this Agreement to be executed as of
the date written above.


We Media, Inc.

/s/ Jordan D. Serlin
--------------------------------------------
Jordan Serlin, CEO

/s/ Alexander Spinelli
--------------------------------------------
Alexander Spinelli, Executive Vice President

AND

Educational Video Conferencing, Inc.

/s/ Dr. John J. McGrath
--------------------------------------------
Dr. John McGrath, President

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